matechexh10_4.htm


    
      
        

      
Exhibit 10.4

    


    INDEMNIFICATION
AGREEMENT

    


    This
INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 5,
2008 by and between Material Technologies, Inc., a Delaware corporation (the
“Company”), and Marybeth Miceli Newton (“Indemnitee”) (individually, a “Party”;
collectively, the “Parties”).

    


    RECITALS

    


       WHEREAS, it is
essential to the Company to retain and attract as officers the most capable
persons available;

    


       WHEREAS,
Indemnitee is an officer of the Company;

    


       WHEREAS, both the
Company and Indemnitee recognize the increased risk of litigation and other
claims currently being asserted against directors and officers of corporations;
and

    


       WHEREAS, in
recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued and effective service to
the Company, and in order to induce Indemnitee to provide services to the
Company as an officer, the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitee to the fullest
extent (whether partial or complete) permitted by California law and as set
forth in this Agreement, and, to the extent insurance is maintained, for the
coverage of Indemnitee under the Company’s directors’ and officers’ liability
insurance policies.

    


       NOW, THEREFORE,
in consideration of the above premises and of Indemnitee’s continuing to serve
the Company directly or, at its request, with another enterprise, and intending
to be legally bound hereby, the Parties agree as follows:

     

    1.           Certain
Definitions:

    


    (a)           Board:  the
Board of Directors of the Company.

    


    (b)           Change
in Control:  shall be deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the “Act”), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned
directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company, is or becomes the
“Beneficial Owner” (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing 30% or more of the total
voting power represented by the Company’s then outstanding Voting Securities, or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company’s shareholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    directors
at the beginning of the period of whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority of the
Board, or, or (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation that would result in the Voting Securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or   disposition by the Company (in one transaction
or a series of transactions) of all or substantially all of the Company’s
assets.

    


    (c)           Expenses:
any expense, liability, or loss, including attorneys’ fees, judgments, fines,
ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed as a result of the actual or deemed receipt of
any payments under this Agreement, paid or incurred in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding relating to
any Indemnifiable Event.

    


    (d)           Indemnifiable
Event:  any event or occurrence that takes place either prior to or
after the execution of this Agreement, related to the fact that Indemnitee is or
was a director or an officer of the Company, or while a director or officer is
or was serving at the request of the Company as a director, officer, employee,
trustee, agent, or fiduciary of another foreign or domestic corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise,
or was a director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, or related to
anything done or not done by Indemnitee in any such capacity, whether or not the
basis of the Proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer, employee, or agent of the Company, as described
above.

    


    (e)           Independent
Counsel:  the person or body appointed in connection with Section
3.

    


    (f)           Potential
Change in Control:  shall be deemed to have occurred
if:  (i) the Company enters into an agreement or arrangement, the
consummation of which would result in the occurrence of a Change in Control;
(ii) any person (including the Company) publicly announces an intention to take
or to consider taking actions that, if consummated, would constitute a Change in
Control; (iii) any person (other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such capacity
or a corporation owned, substantially the same proportions as their ownership of
stock of the Company), who is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company’s then outstanding Voting Securities,
increase his beneficial ownership of such securities by 5% or more over the
percentage so owned by such person on the date hereof, or (iv) the board adopts
a resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (g)          Proceeding:  (i)
any threatened, pending, or completed action, suit, or proceeding, or whether
civil, criminal, administrative, investigative, or other; (ii) any inquiry,
hearing, or investigation, whether conducted by the Company or any other party,
that Indemnitee in good faith believes might lead to the institution of any such
action, suit, or proceeding.

    


    (h)          Reviewing
Party: the person or body appointed in accordance with Section 3.

    


    (i)           Voting
Securities: any securities of the Company that vote generally in the election of
officers.

    


    2.           Agreement to
Indemnify:

    


    (a)           General
Agreement.  In the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Proceeding by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and
against any and all Expenses to the fullest extent permitted by law, as the same
exists or may hereafter be amended or interpreted (but in the case of any such
amendment or interpretation, only to the extent that such amendment or
interpretation permits the Company to provide broader indemnification rights
than were permitted prior thereto).  The Parties hereto intend that
this Agreement shall provide for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification
provided by the Company’s Articles of Incorporation, its bylaws, vote of its
shareholders or disinterested directors, or applicable law.

    


    (b)           Initiation
of Proceeding. Notwithstanding anything in this Agreement to the contrary,
Indemnitee shall not be entitled to indemnification pursuant to this Agreement
in connection with any Proceeding initiated by Indemnitee against the Company or
any director or officer of the Company unless:  (i) the Company has
joined in or the Board has consented to the initiation of such Proceeding; (ii)
the Proceeding is one to enforce indemnification rights under Section 5; or
(iii) the Proceeding is instituted after a Change in Control and Independent
Counsel has approved its initiation.

    


    (c)           Expense
Advances.  If so requested by Indemnitee, the Company shall advance
(within ten business days of such request) any and all Expenses to Indemnitee
(an “Expense Advance”); provided that, if and to the extent that the Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid.  If Indemnitee has commenced legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, as provided in Section 4, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or have lapsed).  Indemnitee’s
obligation to reimburse the Company for Expense Advances shall be unsecured and
no interest shall be charged thereon.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Mandatory
Indemnification.  Notwithstanding any other provision of this
Agreement (other than Section 2(f) below), to the extent that Indemnitee has
been successful on the merits in defense or any Proceeding relating in whole or
in part to an Indemnifiable Event or in defense of any issue or matter therein,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.

    


    (e)           Partial
Indemnification.  If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expense, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.

    


    (f)           Prohibited
Indemnification.  No indemnification pursuant to this Agreement shall
be paid by the Company on account of any Proceeding in which judgment is
rendered against Indemnitee for an accounting of profits made from the purchase
or sale by Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Act or similar provisions of any federal, state or local
laws.

    


    3.           Reviewing
Party:  Prior to any
Change in Control, the Reviewing Party shall be any appropriate person or body
consisting of a member or members of the Board or any other person or body
appointed by the board who is not a party to the particular Proceeding with
respect to which Indemnitee is seeking indemnification; after a Change in
Control, the Reviewing Party shall be the Independent Counsel referred to
below.  With respect to all matters arising after a Change in Control
(other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control) concerning
the rights of Indemnitee to indemnity payments and Expense Advances under this
Agreement or any other agreement or under applicable law or the Company’s
Articles of Incorporation of bylaws now or hereafter in effect relating to
indemnification for Indemnifiable Events, the Company shall seek legal advice
only from Independent Counsel selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or the Indemnitee (other than in connection
with indemnification matters ) within the last five years.  The
Independent Counsel shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement.  Such counsel,
among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent the Indemnitee should be permitted
to be indemnified under applicable law.  The Company agrees to pay the
reasonable fees of the Independent Counsel and to indemnify fully such counsel
against any and all expenses (including attorney’s fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the engagement
of Independent Counsel pursuant hereto.

    


    4.           Indemnification Process and
Appeal:

    


    (a)           Indemnification
Payment.  Indemnitee shall be entitled to indemnification of Expenses,
and shall receive payment thereof, from the Company in accordance with this
Agreement as soon as practicable after Indemnitee has made written demand on the
Company for


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    indemnification,
unless the Reviewing Party has given a written opinion to the Company that
Indemnitee is not entitled to indemnification under applicable law.

    


    (b)          Suit
to Enforce Rights.  Regardless of any action by the Reviewing Party,
if Indemnitee has not received full indemnification within thirty days after
making a demand in accordance with Section 4(a), Indemnitee shall have the right
to enforce its indemnification rights under this Agreement by commencing
litigation in any court in the State of California having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any determination by the Reviewing
Party or any aspect thereof.  The Company hereby consents to service
of process and to appear in any such proceeding.  Any determination by
the Reviewing Party not challenged by the Indemnitee shall be binding on the
Company and Indemnitee. The remedy provided for in this Section 4 shall be in
addition to any other remedies available to Indemnitee in law or
equity.

    


    (c)           Defense
to Indemnification, Burden of Proof, and Presumptions.  It shall be a
defense to any action brought by Indemnitee against the Company to enforce this
Agreement (other than an action brought to enforce a claim for Expenses incurred
in defending a Proceeding in advance of its final disposition where the required
undertaking has been tendered to the Company) that it is not permissible under
applicable law for the Company to indemnify Indemnitee for the amount
claimed.  In connection with any such action or any determination by
the Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proving such a defense or determination
shall be on the Company.  Neither the failure of the Reviewing Party
or the Company (including its board, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action by Indemnitee that indemnification of the claimant is proper under the
circumstances because Indemnitee has met the standard of conduct set forth in
applicable law, nor an actual determination by the Reviewing Party of Company
(including it Board, independent counsel, or its shareholders) that the
Indemnitee had not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the Indemnitee has not met the
applicable standard of conduct.  For purposes of this Agreement, the
termination of any claim, action, suit, or proceeding, by judgment, order
settlement (whether with or without court approval), conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.

    


    5.           Indemnification
for Expenses Incurred in Enforcing Rights:  The Company shall
indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within ten business days of such request), advance such
Expenses to Indemnitee, that are incurred by Indemnitee in connection with any
claim asserted against or action brought by Indemnitee for:

    


     
(i)           Indemnification
of Expenses or Expense Advances by the Company under this Agreement or any other
agreement or under applicable law or the Company’s Articles of Incorporation or
Bylaws now or hereafter in effect relating to indemnification for Indemnifiable
Events, and/or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     
(ii)           Recovery
under directors’ and officers’ liability insurance policies maintained by the
Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, Expense Advances, or insurance recovery, as
the case may be.

    


    6.           Notification and Defense of
Proceeding:

    


    (a)           Notice.  Promptly
after receipt by Indemnitee of notice of the commencement of any Proceeding,
Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Agreement, notify the Company of the commencement thereof;
but the omission so to notify the Company will not relieve the Company from any
liability that it may have to Indemnitee, except as provided in Section
6(c).

    


    (b)           Defense.  With
respect to any Proceeding as to which Indemnitee notifies the Company of the
commencement thereof, the Company shall be entitled to participate in the
Proceeding at its own expense and except as otherwise provided below, to the
extent the Company so wishes, it may assume the defense thereof with counsel
reasonably satisfactory to Indemnitee.  After notice from the Company
to Indemnitee of its election to assume the defense of any Proceeding, the
Company shall not be liable to Indemnitee under this Agreement or otherwise for
any Expenses subsequently incurred by Indemnitee in connection with the defense
of such Proceeding other than reasonable costs of investigation or as otherwise
provided below.  Indemnitee shall have the right to employ his or her
own legal counsel in such Proceeding, but all Expenses related thereto incurred
after notice from the Company of its assumption of the defense shall be at
Indemnitee’s expense unless:  (i) the employment of legal counsel by
Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the
Company in the defense of the Proceeding; (iii) after a Change in Control, the
employment of counsel by Indemnitee has been approved by the Independent
Counsel; or (iv) the Company shall not in fact have employed counsel to assume
the defense of such Proceeding, in each of which case all Expenses of the
Proceeding shall be borne by the Company.  The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the determination provided for
in (ii) above.

    


    (c)           Settlement
of Claims.  The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, provided, however,
that if a Change in Control has occurred, the Company shall be liable for
indemnification of Indemnitee for amounts paid in settlement if the Independent
counsel has approved the settlement.  The Company shall not settle any
Proceeding in any manner that would impose any penalty or limitation on
Indemnitee without Indemnitee’s written consent.  Neither the Company
nor the Indemnitee will unreasonably withhold their consent to any proposed
settlement.  The Company shall not be liable to indemnify the
Indemnitee under this Agreement with regard to any judicial award if the Company
was not given a reasonable and timely opportunity, at its expense, to
participate in the defense of such action; the Company’s liability hereunder
shall not be excused if participation in the Proceeding by the Company was
barred by this Agreement.

    


    7.           Establishment
of Trust:  In the event of a
Change in Control or a Potential Change in Control, the Company shall, upon
written request by Indemnitee, create a Trust for the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    benefit
of the Indemnitee and from time to time upon written request of Indemnitee shall
fund the Trust in an amount sufficient to satisfy any and all Expense reasonably
anticipated at the time of each such request to be incurred in connection with
investigating, preparing for, participating in, and/or defending any Proceeding
relating to an Indemnifiable Event.  The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party.  The terms of the Trust shall
provide that upon a Change in Control:  (i) the Trust shall not be
revoked or the principal thereof invaded, without the written consent of the
Indemnitee; (ii) the Trustee shall advance, within ten business days of a
request by the Indemnitee, any and all Expenses to the Indemnitee (and the
Indemnitee hereby agrees to reimburse the Trust under the same circumstances for
which the Indemnitee would be required to reimburse the Company under Section
2(c) of this Agreement); (iii) the Trust shall continue to be funded by the
Company in accordance with the funding obligation set forth above; (iv) the
Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or
otherwise; and (v) all unexpended funds in the Trust shall revert to the Company
upon a final determination by the Reviewing Party or a court of competent
jurisdiction, as the case may be, that the Indemnitee has been fully indemnified
under the terms of this Agreement.  The Trustee shall be chosen by the
Indemnitee.  Nothing in this Section 7 shall relieve the Company of
any of its obligations under this Agreement.  All income earned on the
assets held in the Trust shall be reported as income by the Company for federal,
state, local, and foreign tax purposes.  The Company shall pay all
costs of establishing and maintaining the Trust and shall indemnify the Trustee
against any and all expenses (including attorneys’ fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the
establishment and maintenance of the Trust.

    


    8.           Non-Exclusivity:  The rights of
Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have under the Company’s Articles of Incorporation, Bylaws, applicable law, or
otherwise.  To the extent that a change in applicable law (whether by
statute or judicial decision) permits greater indemnification by agreement than
would be afforded currently under the Company’s Articles of Incorporation,
Bylaws, applicable law, or this Agreement, it is the intent of the Parties that
Indemnitee enjoy by this Agreement the greater benefits so afforded by such
change.

    


    9.           Liability
Insurance:  To the extent the
Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Indemnitee shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company director or officer.

    


    10.         Period of
Limitations:  No legal action
shall be brought and no cause of action shall be asserted by or on behalf of the
Company or any affiliate of the Company against Indemnitee, Indemnitee’s spouse,
heirs, executors, or personal or legal representatives after the expiration of
two years from the date of accrual of such cause of action, or such longer
period as may be required by state law under the circumstances.  Any
claim or cause of action of the Company or its affiliate shall be extinguished
and deemed released unless asserted by the timely filing of a legal action
within such period; provided, however that if any shorter period of limitations
is otherwise applicable to any such cause of action the shorter period shall
govern.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.          Amendment
of this Agreement:  No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by both of the Parties hereto.  No waiver of any of the
provisions of this Agreement shall operate as a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver.  Except as specifically provided herein, no failure to
exercise or any delay in exercising any right or remedy hereunder shall
constitute a waiver thereof.

    


    12.          Notification
and Defense of Proceeding:  In the event of
payment under this Agreement, the Company shall be subjugated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
Company effectively to bring suite to enforce such rights.

    


    13.          Notification
and Defense of Proceeding:  The Company shall
not be liable under this Agreement to make any payment in connection with any
claim made against Indemnitee to the extent Indemnitee has otherwise received
payment (under any insurance policy, Bylaw, or otherwise) of the amounts
otherwise Indemnifiable hereunder.

    


    14.          Binding
Effect:  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
Parties hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business and/or assets of the Company), assigns,
spouses, heirs, and personal and legal representatives.  The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation, or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken
place.  The indemnification provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity pertaining to an Indemnifiable Event even though he or she
may have ceased to serve in such capacity at the time of any
Proceeding.

    


    15.          Severability: If any provision (or
portion thereof) of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provision shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void, or otherwise unenforceable,
which is not itself invalid, void, or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, void, or
unenforceable.

    


    16.          Governing
Law:  This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of California applicable to contracts made and to be performed in such
State without giving effect to the principles of conflicts of laws.

    


    17.          Exclusive
Jurisdiction and Venue:  The Parties agree
that the Courts of the County of Orange, State of California shall have sole and
exclusive jurisdiction and venue for the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    resolution
of all disputes arising under the terms of this Agreement and the transactions
contemplated herein.

    


    18.           Notices:  Any notice,
request, instruction, or other document required by the terms of this Agreement,
or deemed by any of the Parties hereto to be desirable, to be given to any other
party hereto shall be in writing and shall be given by personal delivery,
overnight delivery, mailed by registered or certified mail, postage prepaid,
with return receipt requested, or sent by facsimile transmission to the
addresses of the Parties as follows:

    


    
      	
               
      

            	
              iv.

            	
              To:

            	
              “Company”

            	
              Material
      Technologies, Inc.

              Attn:
      Robert M. Bernstein, Chief Executive Officer

              11661
      San Vicente Boulevard, Suite 707

              Los
      Angeles, California 90049

              Fax:
      (310) 473-3177

            


    

    
      


    
      	
               
      

            	
              v.

            	
              To:

            	
              “Indemnitee”

            	
              Marybeth
      Miceli Newton

              11661
      San Vicente Boulevard, Suite 707

              Los
      Angeles, California 90049

              Fax:
      (310) 473-3177

            


    

     

    The
persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid.  If notice is given by personal delivery or
overnight delivery in accordance with the provisions of this Section, such
notice shall be conclusively deemed given at the time of such delivery provided
a receipt is obtained from the recipient.  If notice is given by mail
in accordance with the provisions of this Section, such notice shall be
conclusively deemed given upon receipt and delivery or refusal.  If
notice is given by facsimile transmission in accordance with the provisions of
this Section, such notice shall be conclusively deemed given at the time of
delivery if during business hours and if not during business hours, at the next
business day after delivery, provided a confirmation is obtained by the
sender.

    


    19.          Counterparts:  This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

    


    


       IN WITNESS
WHEREOF, the Parties hereto have duly executed and delivered this
Agreement as of the day specified above.

    


     

    COMPANY:                                                                           INDEMNITEE:

     

     

    MATERIAL
TECHNOLOGIES,
INC.,                               MARYBETH
MICELI NEWTON

    a
Delaware corporation

     

     

     /s/ Robert M.
Bernstein                                                      /s/ Marybeth Miceli
Newton                

    By:
Robert M.
Bernstein                                                      Marybeth
Miceli Newton


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Its:
Chief Executive Officer

     

    CONFIRMED
AUTHORIZED BY THE BOARD OF DIRECTORS:

     

    MATERIAL
TECHNOLOGIES, INC.,

    a
Delaware corporation

     

     

     /s/
Joel R.
Freedman                                                                                     

    By: Joel
R. Freedman

    Its:  Secretary